Kenny Aronoff: Drums, Tambourine, Vibraphone, Vocals (Background)
Larry Crane: Guitar, Guitar (Acoustic), Guitar (Electric), Vocals (Background)
Mike Wanchic: Guitar, Guitar (Electric), Vocals, Vocals (Background)
Toby Myers: Bass (Electric), Guitar (Bass), Vocals (Background)
John Cougar Mellencamp: Vocals, Producer


John Cascella: Keyboards
Richard Fanning: Trumpet
Sarah Flint: Vocals, Vocals (Background) 
Rickie Lee Jones: Vocals on "Between a Laugh and A Tear"
Mimi Mapes: Vocals, Vocals (Background) 
Laura Mellencamp: Vocals on "Grandma's Theme"
A. Jack Wilkins: Saxophone
Ross Alexander: Engineer
Bob Cato: Art Direction, Cover Design, Design
Greg Edward: Engineer, Mixing
Rick Fettig: Assistant Engineer
Bob Ludwig: Mastering
George Tutko: Mxing
Don Gehman: Engineer, Mixing, producer


Produced by: Little Bastard (aka John Mellencamp) and Don Gehman
Engineers: Greg Edward and Don Gehman
Assistant Engineer: Rick Fettig
Mastering Engineer: Bob Ludwig, Masterdisk, New York, NY
Mixed By: George Tutko, Greg Edward and Don Gehman
Photography: Marc Hauser
Art Design and Direction: Bob Cato
Special Thanks To: O.J. Sloane, R.V., Denny, Greg Edward and Don Gehman for the studio design. Management: Tommy Mottola, Champion Entertainment Organization, INC


Scarecrow Tracks

  1. Rain On The Scarecrow
  2. Grandma's Theme
  3. Small Town
  4. Minutes to Memories
  5. Lonely Ol' Night
  6. The Face Of The Nation
  7. Justice And Independence '85
  8. Between A Laugh And A Tear
  9. Rumbleseat
  10. You've Got To Stand For Somethin'
  11. R.O.C.K. In The U.S.A. (A Salute to 60's Rock
  12. The Kind Of Fella I Am
  13. Small Town (Acoustic Version - Bonus Track)